Healthcare Industry News: Ranbaxy Laboratories
News Release - March 29, 2006
Ranbaxy Acquires Leading Romanian Pharma Company Terapia for US $324mnMajor Strategic Step in expanding European operations
New entity will be the largest generic company in Romania
* Ranbaxy acquires 96.7% of Terapia from Advent International for US $324m, equating to a valuation of 11.6x LTM (last twelve months) EBITDA. On a full-year 2006 EBITDA the EV/EBITDA valuation is expected to be even lower. The transaction is funded from the proceeds of Ranbaxy's recent FCCB issue. Completion expected within Q2 2006.
* Terapia is the largest independent generic company in Romania. Established in 1921, it has a strong brand name and a consistent track record of growth and profitability. Its pro forma 2005 sales were approximately US $80 Mn, and the company has superior EBITDA margins in excess of 35 per cent. The acquisition will be EPS accretive immediately.
* Terapia is an integrated, commercially focused pharma company which has a broad portfolio and deep new product pipeline , excellent R&D capabilities, world class in-house bioequivalence facilities, low cost manufacturing, and strong distribution network that includes the largest and most powerful generic sales force in the Romanian pharmaceutical market.
* For Ranbaxy, Terapia delivers strategic Romanian and pan European synergies helping to unleash new opportunities.
* Ranbaxy will provide Terapia with additional products to launch in the domestic market at very cost competitive levels, thereby lowering costs and delivering value to both consumers and the domestic healthcare budget.
* The combination of Terapia with Ranbaxy's existing Romanian activities creates the number one generics company in the Romanian market and will additionally boost Ranbaxy's presence in the fast growing CIS markets.
GURGAON (HARYANA), India and PRINCETON, N.J., March 29 (HSMN NewsFeed) -- Ranbaxy Laboratories Limited (Ranbaxy) and Terapia S.A. (Terapia) of Romania announced today that they have signed a definitive agreement providing for the acquisition of Terapia by Ranbaxy. The deal will combine the strengths of the two premier generic companies and will allow Ranbaxy to leverage its expanded base in the rapidly growing Romanian pharmaceutical market, across the European Union and the CIS markets.
Commenting on the acquisition, Mr. Malvinder Mohan Singh, CEO and Managing Director, Ranbaxy Laboratories Limited said, "Terapia represents exceptional value for our stakeholders. Within the Ranbaxy fold, it unleashes multiple synergies of product development, product flow, low cost manufacturing, proximity and access to high growth markets, in-country presence and sound fundamentals, while being EPS accretive to the group immediately. The transaction is compelling and furthers us on our path to becoming a top five global generic company."
Commenting on the deal, Ms. Joanna James, Managing Director Central Europe at Advent International said, "We have been strategic investors in Terapia and it has been our endeavour to add value to the entity at every point in the value chain. With consolidation imminent in the pharmaceutical industry, scale and global presence will be critical. We believe Ranbaxy is best equipped to take the company forward into its next phase of growth."
Mr. Peter Burema, President, Ranbaxy, Europe, CIS, Africa and Latin America, said, "Ranbaxy's acquisition of Terapia, the largest independent generics player in Romania, gives it a platform to further leverage its primary care presence across the European Union and the CIS markets through a strong product basket and future pipeline, in addition to Ranbaxy's own products and pipeline. The product portfolio of the two companies is highly complementary."
Welcoming the entire Terapia team on board, Mr. Singh added, "Together we are best placed to carve a name for ourselves amongst the best generic pharmaceutical companies in the world. "
Romania is the fastest growing pharmaceutical market in the Central and Eastern European (CEE) region, with an approximate annual growth of 34 percent from 2002 to 2005 versus the growth of 24 percent for the region. The high growth is coupled with a large market opportunity, as Romania is the second largest country by population in CEE. Romania, today is amongst the countries with an increasing per capita expenditure on pharmaceuticals. This provides significant head-room for the company to grow. Romania is also scheduled to join the European Union beginning January 1, 2007, opening up additional possibilities for market expansion. Since establishment of its operations, Romania has been one of the group's fastest growing markets. This track-record and the continued strong outlook for the market, led to a decision to look for acquisition opportunities in the market to establish a higher level of sales and to become a leader in the attractive Romanian generics market.
Terapia enjoys high brand awareness locally and regionally as a result of its strong sales and distribution setup. It has the largest field force amongst all generic pharmaceutical companies with a full coverage of General Practioners (GP's) and Specialists. They also cover all of the 4000 pharmacies and 450 hospitals in the country. The combined entities will have the largest field force of all pharmaceutical companies, both originators and generic companies. Terapia distributes approximately 65 percent of its domestic sales through its own integrated distribution unit, a unique asset allowing it to better ensure availability of its products at pharmacies and to capture a greater share of the product value chain in comparison to its peers.
Ranbaxy gains access to Terapia's product basket of 157 marketing authorizations with a strong focus on the fast growing segments of CVS, CNS and musculoskeletal therapeutic segments. These presently comprise 71 percent of the Company's domestic sales. Enalapril, Aspenter (Acetylsalicylic acid), Diurex 50 (Spironolacton + Furasemidum Combination) and Pentoxi retard (Pentoxiflin) are some of Terapia's successful products in the domestic market.
Terapia is recognized as having a strong and highly capable senior management team with a proven track record in developing new products, operating cost effective quality manufacturing and delivering outstanding commercial results. This is underpinned by solid and sustainable financial performance. Terapia is further supported by a highly skilled expert labor force covering all the functions needed in a modern, integrated, branded generics business.
"We welcome this move, as combining the two companies commercial operations will establish a market leading position in the domestic primary care market and a superb platform for the introduction of new products. Further investment into Terapia's Research and Development capabilities and manufacturing facilities, will create a major regional hub for the Ranbaxy business," said Mr. Stephen Stead, Chief Executive of Terapia.
Terapia also has a presence outside of Romania, with 30 percent of its product portfolio registered in over 15 countries, including the high growth generic markets of Russia, Ukraine and Poland. This provides a synergistic opportunity for Ranbaxy to leverage itself further in those markets.
Terapia has strong product development and regulatory departments, with the capability and experience to compile product dossiers to EU standards, ahead of the country joining the European Union from January 1, 2007. It enjoys an excellent reputation with regulatory authorities and has its own cGLP approved facility for bio-equivalence and Phase I pharmacokinetic studies with capacity to undertake up to 14 studies per year. This is one of the only two cGLP certified bioequivalence / clinical trial units in Romania, providing access to Ranbaxy for low-cost clinical trials and enabling it to increase momentum of its products filings in the markets of the European Union post January 1, 2007.
Terapia's pipeline contains over 60 new marketing authorizations, expected to be launched within the next three years. Terapia lays emphasis on products which are first to market generics and products that offer advanced delivery systems. In addition, Terapia also has in its product basket, a healthy mix of high volume, value commodity generics and OTC products. These are a synergistic fit with Ranbaxy's own product pipeline.
As a result of the acquisition, Ranbaxy will also be able to utilize the low-cost manufacturing capacities of Terapia, comprising two manufacturing sites producing tablets, capsules, sterile ampoules and liquids. Products manufactured from these plants will cater to the Romanian domestic market and will be used to service demand from other international markets where Ranbaxy has a presence. This further extends upon Ranbaxy's current manufacturing setup in Ireland.
Ranbaxy Laboratories Limited was advised by ABN AMRO Corporate Finance Ltd.
Advent International was advised by Merrill Lynch International.
Ranbaxy Laboratories Limited, headquartered in India, is an integrated, research based, international pharmaceutical company producing a wide range of quality, affordable generic medicines, trusted by healthcare professionals and patients across geographies. Ranbaxy's continued focus on R&D has resulted in several approvals in developed markets and significant progress in New Drug Discovery Research. The Company's foray into Novel Drug Delivery Systems has led to proprietary "platform technologies," resulting in a number of products under development. The Company is serving its customers in over 125 countries and has an expanding international portfolio of affiliates, joint ventures and alliances, ground operations in 46 countries and manufacturing operations in 7 countries.
Source: Ranbaxy Laboratories
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